Freddie Mac 2010 Annual Report Download - page 325

in-control. Amounts shown in the tables also do not include certain items available to all employees generally upon a
termination event. Additional information is provided in the footnotes following the table.
Table 84 — Potential Payments Upon Termination of Employment or Change-in-Control as of December 31, 2010
Death Disability
Charles E. Haldeman, Jr.
Compensation:
Deferred Base Salary
(1)
............................................................... $2,912,450 $2,912,450
Incentive Opportunity
(2)
............................................................... 1,322,250 1,322,250
Benefits:
Non-Qualified Pension
(3)
.............................................................. — 183,092
Total. . . . . . . . . . . . .................................................................. $4,234,700 $4,417,792
Ross J. Kari
Compensation:
Deferred Base Salary
(1)
............................................................... $1,558,005 $1,558,005
Incentive Opportunity
(2)
............................................................... 676,133 676,133
Benefits:
Non-Qualified Pension
(3)
.............................................................. — 53,208
Total. . . . . . . . . . . . .................................................................. $2,234,138 $2,287,346
Robert E. Bostrom
Compensation:
Deferred Base Salary
(1)
............................................................... $1,277,720 $1,277,720
Incentive Opportunity
(2)
............................................................... 881,175 881,175
Equity Awards
(4)
.................................................................... 10,616 10,616
Total. . . . . . . . . . . . .................................................................. $2,169,511 $2,169,511
Peter J. Federico
Compensation:
Deferred Base Salary
(1)
............................................................... $1,258,930 $1,258,930
Incentive Opportunity
(2)
............................................................... 809,232 809,232
Equity Awards
(4)
.................................................................... 10,671 10,671
Total. . . . . . . . . . . . .................................................................. $2,078,833 $2,078,833
Donald J. Bisenius
Compensation:
Deferred Base Salary
(1)
............................................................... $1,033,450 $1,033,450
Incentive Opportunity
(2)
............................................................... 696,112 696,112
Equity Awards
(4)
.................................................................... 3,954 3,954
Total. . . . . . . . . . . . .................................................................. $1,733,516 $1,733,516
(1) The amount reported as Deferred Base Salary is equal to any earned but unpaid Deferred Base Salary, adjusted to reflect the approved funding level.
(2) The amount reported under Incentive Opportunity is equal to the first installment associated with the 2010 Target Incentive Opportunity and the second
installment associated with the 2009 Target Incentive Opportunity. Both amounts have been adjusted to reflect the approved funding level.
(3) The amount reported under Non-Qualified Pension reflects the non-vested Pension SERP Benefit as of December 31, 2010. Under the terms of the
SERP, a participant continues to accrue service while disabled (as defined in the SERP).
(4) The amount reported under Equity Awards reflects the immediate vesting of the Named Executive Officer’s outstanding RSU grants in the event of
death or disability. Death also results in the immediate settlement of the outstanding RSUs, while a Disability event results in continued vesting of all
grants in accordance with the vesting schedule outlined in the award agreement as if termination had not occurred. The values shown were calculated by
multiplying the number of RSUs that will continue to vest by the closing price of our common stock on December 31, 2010 ($.305), the last trading day
of the year.
Alternative Settlement Provisions for Equity Awards in the Event of Certain Terminations
RSUs
The RSUs awarded to our employees, including our Named Executive Officers, contain alternative settlement provisions
in the event of certain terminations, as follows:
•Death. Immediate vesting and settlement occurs in the event of death.
•Disability and Retirement. In the event of disability, normal retirement, or a retirement other than a normal
retirement (all as defined in the 2004 Employee Plan), RSUs will vest immediately and will be settled in accordance
with the vesting schedule outlined in the award agreement as if termination had not occurred. This treatment is subject
to the executive’s signing an agreement containing certain restrictive covenants to protect our business interests.
Violation of any of the covenants results in the forfeiture of unsettled shares and the requirement to repay any after-
tax gain realized from the settlement of shares within 12 months of the forfeiture event.
•Involuntary Termination Without Cause. In the event of an involuntary termination other than for cause, the
Compensation Committee may, contingent on approval from FHFA, provide for RSUs to vest immediately and settle
in accordance with the vesting schedule outlined in the award agreement as if termination had not occurred. Under
322 Freddie Mac